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Plot

In the past at the night of the grand opening of Mr. Smoothy in Bellwood, a Megawhatt appears and starts destroying things. Stinkfly then flies into the restaurant and projects slime at the Megawhatt that traps and attaches it to a wall. The Megawhatt struggles and attempts to escape from being trapped in the slime, prompting Stinkfly to say that the Megawhatts are irritating. Then, after several attempts and snuggles, The Megawhatt manages to break out of the slime and activates the smoothy machine, causing the pipes that were inside of the machine to project a three large streams of smoothy and one of the streams hits Stinkfly and knocks him away. After Stinkfly reverts back into 11 year old Ben, he is irritated towards the Megawhatt's antics and becomes disgusted at the fact that the smoothy had spilled all over his clothes and wonders about who would like to consume the smoothy.

The Megawhatt laughs at Ben's defeat and escapes outside. Ben gets up, grabs a Mr. Smoothy cup and catches Megawhatt with it after he exits outside and jumps. Ben believes that he has won and he is glad that there is only one Megawhatt. But, the Megawatt escapes from the cup and absorbs some electricity and duplicates himself. Before long, Ben is surrounded by hundreds of Megawhatts.

Ben wonders about what to do about the Megawatts and complains that he doesn't have any electrical aliens. Ben suddenly remembers that he has one now and transforms into Feedback. Feedback absorbs the energy out of the Megawhatts, which causes them all falling asleep and slowly landing on the ground. Feedback says that he is in such a great mood, and claims nothing can get him down now. Grandpa Max and Gwen arrive in the Rust Bucket and wrap the Megawhatts up in some of Ben's rubber blankets. Max comments that it's a good thing Ben still needs them and Gwen looks back at Feedback in a taunting manner, prompting Feedback to tell Gwen to not even think about it.

Five years later, 16 year old Ben arrives late at the Max's hanger at the Plumber base to find Max and Rook waiting for him. Max informs him that he's not working on his own time table anymore and Ben says that he was saving the universe, but Max sees a smoothie and walks away. As they prepare to go on patrol, Rook shows Ben the Proto-TRUK. While at first Ben is disappointed, Rook soon reveals the truck's ability to turn into a small ship. Ben is impressed and he and Rook enter in and drive away.

While on patrol, Rook gets the feeling that Ben is mad at him. Ben corrects him, saying that he's simply bored. Lately, he's been more of a tour guide for Rook than a super hero. Rook, however, is excited about working with Ben, eager to learn if he stacks up to the legends about him. Rook knows that not all of the stories about Ben are true, believing for example that Alien X is just a myth created by Ben's fanbase on the Extranet.

While on patrol, the pair interrupts various alien incidents, and most of them turn out to be misunderstandings on Ben and Rook's part. The few that were actual crimes, the alien criminals were being scared straight as soon as they see Ben activate the Omnitrix. Ben is bored with the patrol and notes that a normal kid named Corvo is with a cell phone. Rook notices that the phone is extraterrestrial and shouldn't work on Earth. Ben and Rook decide to follow Corvo, but he sees and attacks them before fleeing and Ben chases after him. Ben tries to transform into Big Chill to chase after the criminal by phasing through the buildings, but he transforms Heatblast instead and decides to improvise by flying through the city after Corvo's car.

Rook chases Corvo in the Proto-TRUK while Heatblast flies after him. Corvo shoots at Heatblast with his weapon and drives away. Heatblast melts the tires of Corvo's car, which stops Corvo's car. When the Omnitrix times out and Heatblast transforms back into Ben just above the ground, Ben then suffers an embarrassing and painful landing while Rook tackles and cuffs Corvo. Questioning the criminal about the alien tech he's carrying, Rook notices a weird sound coming from Corvo's engine and they investigate, Suddenly, a Megawhatt breaks out of the engine and frees another Noosedenian in Corvo's backpack. Ben is surprised to see the Megawhatts.

The Megawhatts celebrate their freedom through zapping Corvo and Rook and they then fly away. Ben and Rook give chase to the small aliens and leave behind the Corvo, who flees. Rook grapples onto a building to scout for the Megawhatts while Ben chases them on foot. Ben tries to transform into XLR8, but he transforms into Clockwork instead. Clockwork chases the Megawhatts while he is having some difficulty due to his size. The Megawhatts allow Clockwork to keep with them as they, pausing to wait for him and then continuing to fly, which Clockwork notices.

They arrive at a building where Rook catches up and Clockwork transforms back into Ben, who is ill due to running. Ben says that the Megawhatts wanted him to keep up with them and they enter the building to see a machine powered by dozens of captive Megawatts. Ben is shocked by this and the thugs arrive and capture the Megawhatts Ben was chasing. Another thug attacks Ben and Rook and catches them in an electricity bubble. The leader named Fistrick arrives with Corvo, who is not amused to see Ben and Rook. Ben realizes that they steal alien tech and charge it with the Megawhatts and then sell it. After Rook disables the electricity bubble, Ben transforms into Bloxx and Bloxx and Rook battle the thugs.

They manage to simply defeat two of them and Bloxx transforms back into Ben. Fistrick runs off after Rook disables Corvo and he and Ben chase Fistrick. Then, Fistrick emerges in a giant robot suit powered by six Megawhatts and He attacks Ben and Rook. Fistrick attacks Ben and Rook with missiles and they run for cover and Ben tells Rook to try to not hit the Megawhatts. Ben tries to transform into Four Arms, but he transforms into a new alien named Gravattack instead.

Gravattack's Debut

Gravattack fights Fistrick

Fistrick knocks Gravattack into the outside and continues to attacks him. Gravattack fights back and discovers his gravity powers in the process. Gravattack uses them to toss Fistrick around and Rook arrives and tries to free a Megawhatt. One Megawhatt escapes before Fistrick shoots Rook away and knocks Gravattack when he tries to help. He starts punching Gravattack, but Rook operates a crane and knocks Fistrick away. Rook tells Gravattack to keep Fistrick still so he can free the Megawhatts and Gravattack pins Fistrick down, which destroys the pier they're on in the process.

The robot suit gets wet before Gravattack pulls it out and Rook fires at it with his Proto-Tool, which frees the remaining Megawhatts and disables the suit. Fistrick fires missiles at Gravattack with his last remaining power and Gravattack traps them in orbit and sucks Fistrick in as well, transforming into a small planetoid in the process. Gravattack flings Fistrick away and shoots the missiles at him, which destroys the suit and defeating Fistrick, and transforms back into Ben. Rook states that the battle was not easy and Ben responds through saying that it never is easy.

Max comes in with Plumber back up and arrests the gang. Max also reveals that the Nosedeenians have volunteered to power Undertown. With the issue resolved, Rook suggests they go get smoothies but Ben suggests chili fries instead, which disappoints Rook. The episode ends with the pair then flying away and getting into another argument about Alien X.

Rook: I have never faced a Nosedeenian. Any advice? (Nosedeenians jump at Rook and start zapping his armor)Ben: Try not to let them zap you.Rook: Duly noted...

Rook: The Tennyson legends usually end with some kind of blended beverage.Ben: Smoothies? They're more of a daytime thing. At night, it's chili fries.Rook: (makes a disgusted look) Okay.Ben: And by the way, Alien X is real.Rook: Why can't I see it?Ben: Dude, there are some things you're just gonna have to trust me on.